డైరెక్టర్ల నివేదిక Aesthetik Engineers Ltd.

Mar 31, 2025

It gives us great pleasure to present, the 17^th Annual Report on business and operations of “Aesthetik Engineers Limited” and its Audited Statements of Accounts for the financial year ended March 31, 2025 (FY’25), together with the Auditors’ Report. The detailed financial and operational performance of the Company is produced in the report.

FINANCIAL RESULTS

The highlights of financial performance on Standalone basis, for the year ended March 31, 2025 are summarized hereunder: -

(Amount in Lakhs)
	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations including other income	5870.19	6079.50	6708.21	6079.50
Less: Expenses
Cost of material consumed	3996.20	4547.09	4669.14	4547.09
Changes in Inventories of Stock in Trade	(22.23)	(134.33)	(49.01)	(134.33)
Employee Benefit Expenses	331.16	181.71	364.25	181.71
Finance Cost	58.56	72.20	82.53	72.20
Depreciation and Amortization Expenses	87.93	52.29	111.79	52.29
Other expenses	712.50	706.75	776.52	706.75
Total Expenses	5164.11	5425.71	5955.23	5425.71
Profit Before exceptional and extraordinary items and Tax	706.08	653.79	752.98	653.79
Exceptional and Extraordinary items	-	-	-	-
Profit before Tax	706.08	653.79	752.98	653.79
Tax Expenses	165.13	165.66	174.27	165.66
Deferred Tax	12.87	(14.86)	13.92	(14.86)
Net Profit for the Year	528.08	502.99	564.79	500.88
Basic and Diluted EPS	3.41	3.97	3.65	3.97

STATE OF THE COMPANY’S AFFAIRS:

Aesthetik Engineers Limited (AEL) is a Kolkata-based specialist in Fa9ade design, engineering, fabrication, and installation, delivering innovative, sustainable, and high-quality building envelope solutions. With over 18 years of experience, AEL has built a reputation as a trusted partner for architects, developers, fa9ade consultants, and civil contractors.

Founded in 2003 and incorporated in April 2008, the company operates a 74,000 sq ft manufacturing facility

in Howrah, equipped with advanced Italian machinery. It has also partnered with Schuco, a renowned German brand, for the fabrication and supply of unitized curtain wall glazing systems, aluminium windows, and doors for prestigious clients.

The company uses modern technologies like Building Information Modeling (BIM) to enhance project planning, execution, and maintenance. Its client base includes leading names such as Infosys, L&T, Shapoorji Pallonji, and ACC India.

Aesthetik was listed on the NSE Emerge Platform on 16^th August 2024, and its operational footprint now extends across West Bengal, Bihar, Maharashtra, Assam, Odisha, and Gujarat. With projects executed across multiple states, AEL operates on a truly PAN-India scale, reinforcing its national presence.

FINANCIAL PERFORMANCE

STANDALONE:

During the year under review, your Company has achieved a total sale of ? 5870.19 Lakhs as compared to sales of ? 6079.50 Lakhs in the financial year 2023-2024.

The Profit After Tax stood at ? 528.08 Lakhs in Financial year 2024-25 as compared to profit of ? 502.99 Lakhs in the financial year 2023-24 which has increased by 5% approx.

The Board is continuously working for the better performance of the company in the years to come.

Since your Company has a subsidiary, namely Aesthetik Renewables Private Limited and Solisys Solar Private Limited, the provisions of Section 129, 134, and 136 of the Companies Act, 2013, read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), are now applicable. Accordingly, the Consolidated Financial Statements, along with a report on the highlights of the performance of the subsidiary and its contribution to the overall performance of the Company during the period in Form AOC-1, shall form part of the Annual Report.

CONSOLIDATED

During the year under review, your Company has achieved a total sale of ? 6708.21 Lakhs as compared to sales of ? 6079.50 Lakhs in the financial year 2023-2024 which has increased by 10.35%.

The Profit After Tax stood at ? 564.79 Lakhs in Financial year 2024-25 as compared to profit of ? 500.88 Lakhs in the financial year 2023-24 which has increased by 12.75% approx.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at https://www.aesthetik.in/investors.

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company. CHANGES IN SHARE CAPITAL Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company stood at INR 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000 (Rupees Two Crores) Equity shares of INR 10/- (Rupees Ten) each.

There is no other change in the Authorised Share Capital of the Company.

Paid Up Share Capital

On 16th August, 2024 the Company came out with an Initial Public Offer (IPO) of 45,64,000 equity shares having face value of Rs. 10/- after which the total paid up equity capital of the Company stood at Rs. 17,22,01,750/-(Seventeen Crores Twenty-Two Lakhs One Thousand Seven Hundred Fifty) comprising

1,72,20,175 (One Crore Seventy-Two Lakhs Twenty Thousand One Hundred Seventy-Five) equity shares of Rs. 10/- each.

As on 31st March 2025 the issued, subscribed and paid up share capital of the Company stood at INR 17,22,01,750/- divided into 1,72,20,175 equity shares of INR 10/- each

The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2024-25.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. August 16, 2024 and the Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to National Stock Exchange of India Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0TSF01011. To provide service to the Shareholders, the Company has appointed Skyline Financial Services Private Limited having office at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi -110020 as Registrar and Share Transfer Agent (RTA) of the Company

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

TRANSFER TO GENERAL RESERVE

The profit for the year under review was ? 528.08 Lakhs. The Board of Directors do not propose any transfers to General Reserves account, during the year under review.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform ofNSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Board’s Report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the year under review, Company is having two wholly owned subsidiaries named Aesthetik Renewables Private Limited on September 17, 2024 and Solisys Solar Private Limited on February 16, 2025, which undertakes the activity of solar EPC contract and manufacturing of solar frames respectively. And therefore, Company has prepared consolidated financial statement for the financial year ended 2024-25. Pursuant to provisions of section 129(3) of the Companies Act, 2013 and a statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is annexed herewith as “Annexure-1.”

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2025, the Board of Directors of the Company consist of optimum combination of Executive Directors, Non-Executive Director, Independent Directors of the Company.

There has been change in the constitution of the Board during the financial year under review. There have been appointment/cessation of Directors and KMPs.

S.No	Name of Person	Designation	Appointment/Cessation/ Change in Designation	Date of Change
1	Vijay Kumar Agarwal	Whole Time Director (Additional)	Appointment	16-11-2024
3	Manisha Sureka	Non-Executive Director	Cessation	16-11-2024
4	Priyanka Jalan	Non-Executive Director (Additional)	Appointment	16-11-2024

Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Sreeti Agarwal, having DIN: 03135066, Director of the company will retire by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment in accordance with provisions of the Act. Appropriate resolution for her reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

None of the Directors of the Company, except following, are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.

S No.	Name of Director	Relationship with another Director
1.	Avinash Agarwal	Husband of Sreeti Agarwal
2.	Vijay Kumar Agarwal	Father in Law of Sreeti Agarwal
3.	Priyanka Jalan	Sister in Law of Sreeti Agarwal

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.

Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company’s business.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.

Details of the familiarization programme for Independent Directors are uploaded on the website of the company at https://www.aesthetik.in/investors.

NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at https://www.aesthetik.in/investors.

The salient features of the Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.

• The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.

• Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.

• The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.

• Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make an informed decision in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.

The Composition of each Committees is mentioned below:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
*Mr. Sanjeev Kumar Agarwal	Chairperson	Independent Director
*Arvind Kumar Agarwal	Member	Independent Director
*Mr. Ramesh Kumar Chokhani	Member	Independent Director
Mr. Avinash Agarwal	Member	Managing Director

*Mr. Sanjeev Kumar Agarwal was appointed as the chairperson of the Committee w.e.f. April 21, 2025.

*Mr Arvind Kumar Agarwal and Mr. Ramesh Kumar Chokhani was appointed as the Member of the Committee w.e.f. April 21, 2025.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Audit Committee is available on the website of the Company at: https://www.aesthetik.in/investors

During the Financial year 2024-2025, two meetings of the Audit Committee were held on 16th November 2024 and 7^th January 2025.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
*Mr. Sanjeev Kumar Agarwal	Chairperson	Independent Director
*Arvind Kumar Agarwal	Member	Independent Director
*Mr. Ramesh Kumar Chokhani	Member	Independent Director
*Ms. Priyanka Jalan	Member	Non- Executive Director
Mr. P Singa Ram	Member	Independent Director
Mr. Ullas Pradhan	Member	Independent Director

*Mr Sanjeev Kumar Agarwal was appointed as the chairperson of the Committee w.e.f. April 21, 2025.

*Mr Arvind Kumar Agarwal and Mr. Ramesh Kumar Chokhani was appointed as the Member of the Committee w.e.f. April 21, 2025.

*Ms. Priyanka Jalan was appointed as the Member of the Committee w.e.f. November 16, 2024.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Nomination and Remuneration Committee is available on the website of the Company at https://www. aesthetik.in/investors

During the Financial year 2024-2025, two meetings of the Nomination and Remuneration Committee was held on 14^th November, 2024 and 27^th February, 2025.

Stakeholders’ Relationship Committee:

As on date the Stakeholders‘Relationship Committee comprises of:

Name of Director	Designation of Committee	Nature of Directorship
Ms. Priyanka Jalan	Chairperson	Non- Executive Director
Mrs. Ullas Pradhan	Member	Independent Director
Mr. Avinash Agarwal	Member	Managing Director
*Ms. Priyanka Jalan, was appointed as the chairperson of the Committee w.e.f. November 16, 2025.

Our Company Secretary and Compliance officer shall act as Secretary of the Committee.

The policy of the Stakeholder Relationship Committee is available on the website of the Company at: https://www. aesthetik.in/investors

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company https://www.aesthetik.in/investors. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://www.aesthetik.in/investors under ‘Investor Section’.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Facade design, engineering, fabrication, and installation industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company.

STATUTORY AUDITORS & AUDITOR’s REPORT

M/s. Maroti And Associates, Chartered Accountants (Firm Registration No. 322770E), holding a valid certificate issued by the Peer Review Board (Certificate No. 015687) of the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 16th Annual General Meeting of the Company till the conclusion of the 21^st Annual General Meeting.

M/s. Maroti And Associates, Chartered Accountants, the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended 31st March, 2025, which form part of the Annual Report.

There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rawal & Co (Firm Registration no S2020UP717200), holding a valid certificate issued by the Peer Review Board (Certificate No. 5722/2024) of the Institute of Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the Financial Year 2024-

COST AUDITORS

The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been recorded in minutes book maintained for the purpose.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of NonIndependent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company has conducted a meeting dated March 8, 2024, without presence of non-independent director where they review the performance of all non-independent director of the company and the board as a whole, also review the performance of the Chairman of the company and assess the quality, quantity and timeliness of flow of information between the company management and the Board.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return as on March 31^st, 2024 is uploaded on the Company’s website on https://www.aesthetik.in/investors.

CORPORATE SOCIAL RESPONSIBILITY

The Board approved a policy for Corporate Social Responsibility (CSR) in its meeting held on 13th August, 2024.

The CSR policy of the Company is available at: https://www.aesthetik.in/investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required to be spent by the company on CSR activities for the financial year 2024-2025 does not exceed Rs.50,00,000/- (Rupees Fifty lakhs).

The provision of CSR is applicable to the Company for the financial year 2024-2025 as the Company has satisfied the criteria of Net profit to comply the CSR provisions under the Companies Act 2013 as on 31st March 2024. Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in “Annexure-3” outlining the main initiatives during the year under review.

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of its committees for the FY 2024-25.

The performance of evaluation of Independent Directors was carried out by entire Board without presence of Independent Director being evaluated. The performance evaluation of the Non-Independent Directors was carried by Independent Directors in their separate meeting.

The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

There has been no change in the business of the Company during the financial year ended March 31, 2025. The Company is engaged in the business of Architectural and engineering activities and related technical consultancy of premium glass, window, and facade products, bringing together cutting-edge technology, craftsmanship, and creativity to deliver exceptional results for our clients.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis Report for the FY 2024-25, which forms part of this report.

EMPLOYEES STOCK OPTION SCHEMES

Your Company believes in rewarding its employees and aligning their interests with the long-term objectives of the organization. Employee Stock Option Schemes form an integral part of the Company’s retention and compensation strategy, enabling wealth creation opportunities for employees while ensuring their commitment towards sustained growth. In line with this philosophy, the shareholders of the Company approved the “Aesthetik Engineers Limited Employees Stock Option Plan 2025” at the Extraordinary General Meeting held on 12^th April 2025 through Trust Route.

During the financial year 2024-25, no ESOP scheme was implemented & subsequently no options were granted. INITIAL PUBLIC OFFER (IPO)AND UTILIZATION OF IPO PROCEEDS:

Your Company got its Equity shares listed at National Stock Exchange of India, SME (EMERGE) Platform on 16th day of August, 2024. The Board is pleased and humbled by the faith shown in the Company by all the members. Your Company has got an over-whelming and ground breaking response from the investors at its IPO.

The Issue size comprised of fresh issuance of up to 45,64,000 Equity Shares of face value of ? 10/- each fully paid-up of the Company at issue price of ? 58 per Equity Share (including premium of ? 48 per Equity Share) aggregating ? 2647.12 Lakhs.

Your Company has filed the Statements of deviation (s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated in the Prospectus dated 13th August, 2024.

The Complete statement regarding utilization can be viewed under corporate announcements made with the National stock Exchange (NSE).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all transactions entered by the Company with Related Parties as defined under the Act were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.aesthetik.in/investors

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in “Annexure-4” to this report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Company’s assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at 3lst March, 2025.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, disclosure pertaining to remuneration and other details are provided in the “Annexure-5” to this Report.

As there was no employee of the Company drawing remuneration in excess of the limits prescribed and hence, the details as required under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 with respect to particulars of top 10 employees need not be required to be disclosed.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“IBC Code”) during the financial year 2024-25.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement, therefore, the same is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.

---

Mar 31, 2023

Your Directors have pleasure in presenting Thirty Sixth 36^th Annual Report of Sky Industries Limited (‘The Company’), together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The standalone and consolidated financial highlights of the Company’s operations are summarized below:

(Rs. in Lakhs)
PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	8267.18	8246.49	8408.51	8166.02
Other Income	146.90	151.61	140.62	150.54
Total Income	8414.09	8398.10	8549.14	8316.56
Depreciation & Amortisation	178.42	174.48	181.65	174.64
Profit before Tax	817.27	609.96	780.75	554.73
Total Tax Expenses	205.35	142.47	198.65	140.74
Net Profit	611.89	467.49	582.09	413.99
Earnings Per Equity Share (in Rs.)
Basic	7.64	5.97	7.27	5.25
Diluted	7.64	5.97	7.27	5.25

Note: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure.

OVERVIEW

During the year under review, On Standalone basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 8267.18 Lakhs as compared to Rs. 8246.49 Lakhs for FY 2023-24 registering a flat trajectory of 0.25%. The profit after tax (“PAT”) attributable to shareholder for FY 2024-25 was Rs. 611.89 Lakhs as against Rs. 467.49 lakhs for FY 2023-24 registering a growth of 30.89%

On a Consolidated basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 8408.51 as compared to Rs. 8166.02 Lakhs for FY 2023-24 registering a growth of 2.96%. The profit after tax (“PAT”) attributable to shareholder for FY 2024-25 was Rs. 582.09 Lakhs as against Rs. 413.99 lakhs for FY 2023-24 registering a growth of 40.60%

On a Standalone basis, Earnings per share was Rs. 7.64 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs.5.97 (Basic) and (Diluted) in FY 2023-24.

On a Consolidated basis, Earnings per share was Rs. 7.27 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 5.77 (Basic) and (Diluted) in FY 2023-24.

The company’s Financial Statements have been prepared in compliance with the Indian Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act. The annual accounts have been prepared without any significant deviations from the prescribed accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material impact arising from such changes is appropriately disclosed in the financial statements.

The financial reporting process involves a thorough review by the finance team and consultation with external auditors to ensure adherence to statutory requirements.

TRANSFER TO RESERVES

Considering sufficiency of balance, your Directors do not propose to transfer any amount to General Reserves for the year under review.

DIVIDEND

Your Company has a consistent history of steady dividend payments. Considering the financial performance for the year ended March 31, 2025, the Directors recommend a dividend of Re. 1/- per equity share of face value Rs. 10/- for the financial year 2024-25.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

There has been no increase/decrease in the Authorized Share Capital of your Company during the year under review.

LISTING OF EQUITY SHARES

The Company’s equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India;

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has one (1) Subsidiary- Skytech Textiles Private Limited as on March 31, 2025 which is primarily engaged in the manufacture and marketing of Technical Textiles and allied products, with a specific focus on Neoprene-based materials.The Company does not have any Joint Venture or Associate Company as defined under Section 2(6) of the Companies Act, 2013. Furthermore, there is no material subsidiary as per the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. There has been no material change in the nature of the business of the subsidiary company.

In accordance with the first proviso to Section 129(3) of the Companies Act, 2013 read with Rules 5 and 8 of the Companies (Accounts) Rules, 2014, the key highlights of the financial performance of the subsidiary, as prescribed in Form AOC-1, are presented in Annexure - A to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with the audited financial statements of the subsidiary, are made available on the Company’s official website for the benefit of shareholders and other stakeholders.

The Company ensures that the governance mechanisms applicable to its subsidiary comply with the principles of transparency, accountability, and ethical conduct as adopted by the parent Company. The performance of the subsidiary is evaluated periodically, and any material developments are disclosed appropriately in the consolidated financial statements and Board Reports.

The Company has also adopted a formal Policy for Determining Material Subsidiaries, in compliance with SEBI Listing Regulations. The policy is accessible on the Company’s website at the following link:

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp. in/wpcontent/uploads/2024/04/16. -Policy-for-Material-Subsidiary.pdf

SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN -2018

The Company has formulated an Employee Stock Option Scheme known as SKY Employee Stock Option Plan - 2018 (“ESOP - 2018”) in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

The SKY Employee Stock Option Plan - 2018 (“ESOP - 2018”) has been designed with the primary objective of fostering a sense of ownership among SKY employees by granting them equity participation in the Company. This scheme aims to recognize and reward employees for their consistent contributions to

the Company’s growth and operational Company. The plan also supports SKY in attracting and retaining top-tier talent in a competitive market by providing a compelling long-term incentive. It aligns employee interests with those of shareholders, promoting a performance-driven culture focused on sustainable value creation.

The ESOP - 2018 Scheme came into effect from September 07, 2018 subject to attaining approval of the Board of Directors and Shareholders. The Company has received a certificate from Auditors confirming that the ESOP - 2018 Scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Further, there are no material changes in the aforesaid mentioned scheme.

The applicable disclosures as stipulated under the SEBI (“SBEB Regulations”), pertaining to the year ended March 31, 2025, is available on the Company’s website at www.skycorp.in

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decision-making and help maintain the Company’s strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of eight (8) Directors, including:

• Four Executive Directors and

• Four Non-Executive Directors, including one Independent Woman Director

Appointment/ Re-appointment

During the Financial Year 2024-25, Mrs. Sanghamitra Sarangi (DIN: 08536750) was re-appointed as an Independent Director for a second consecutive term of three years, effective from August 14, 2024 to August 13, 2027, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The present term of Mr. Lokanath Mishra (DIN: 08536750), Independent Director of the Company, is due to expire on July 07, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 24, 2025, considered and approved his re-appointment

for a second term of three years commencing from July 08, 2025 to July 07, 2028, subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Further, the present term of Mr. Shailesh S Shah (DIN: 00006154) as Managing Director, Mr. Maikal Raorani (DIN: 00037831) as Whole-Time Director & Chief Financial Officer, and Mr. Sharad Shah (DIN: 00006114) as Whole-Time Director, will expire on September 30, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved their re-appointment for a further term of three years from October 01, 2025 to September 30, 2028, subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr. Sharad S Shah (DIN:00006114), Whole Time Director & Mr. Gopalakrishnan Mani (DIN: 10324513), Whole Time Director being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting (“AGM’) and being eligible, has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Sharad S Shah & Mr. Gopalakrishnan Mani, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the year under review.

Independent Directors

Statement on declaration given by Independent Directors

The Company has four Independent Directors, namely Mr. Amarendra Mohapatra, Mr. Lokanath S Mishra, Mr. Nitin Arvind Oza and Mrs. Sanghamitra Sarangi. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company’s Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directors’ databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at the chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp.in/wp-content/uploads/2024/04/Terms_of_appointment_ of_independent_director-2.pdf

Familiarization Programme for Independent Directors

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support their effective participation on the Board. As part of the familiarisation process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the web link thereto is chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp.in/wp-content/uploads/2025/04/Familiarization_-Programme-24-25.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there were no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. In cases of urgent or extraordinary matters arising between scheduled meetings, the Board’s approval is obtained through resolutions passed by circulation, in accordance with the provisions of the Act and relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to ensure formal documentation and compliance.

During the financial year, six (6) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (one) time on February 04, 2025.

ANNUAL BOARD EVALUATION

The Company has established a comprehensive framework for evaluating the performance of the Board of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company’s Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Board’s functioning, the effectiveness of its Committees, and the performance of each Director. The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Company’s operations and business environment,

application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Company’s core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board’s performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis was placed on the Board’s ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees, and individual Directors, including Independent Directors, was found to be satisfactory.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Stakeholder’s Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has duly constituted a Corporate Social Responsibility (CSR) Committee. The Company remains firmly committed to sustainable development through the implementation of a well-defined Corporate Social Responsibility (CSR) strategy. This strategy places strong emphasis on respecting local communities and cultures, protecting the environment, and conserving natural resources and energy.

The Company’s Corporate Social Responsibility (CSR) initiatives are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief summary of the CSR activities carried out during the year, along with the Company’s CSR Policy, is provided in Annexure-B of this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The complete CSR Policy, as approved by the Board of Directors, is available on the Company’s website and can be accessed via the following link: https://skycorp.in/wp-content/uploads/2023/03/CSR-Policy.pdf.

Further details regarding the CSR Committee, including its composition and responsibilities, are included in the Corporate Governance Report, which forms an integral part of the Company’s Annual Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The HR function is strategically integrated with the Company’s long-term vision and is geared towards enhancing employee experience, performance, and future readiness. This year, Sky remained committed to nurturing an inclusive and collaborative workplace culture that encourages transparency, creativity, and mutual respect. The Company actively promotes a learning-oriented environment by investing in skill-building, leadership development, and cross-functional exposure, ensuring employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee well-being and work-life balance, striving to create a healthy, engaging, and performance-driven culture. Through various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its workforce, reinforcing its commitment to building long-term, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized various interactive sessions and team-building activities, which encouraged open communication, collaboration, and relationship-building across departments. These initiatives played a significant role in reinforcing team spirit and enhancing organizational cohesion.

NOMINATION AND REMUNERATION POLICY

The Company has established a comprehensive Policy on Director Appointment and Remuneration, which also encompasses Key Managerial Personnel and other employees. This policy serves as a framework for the Nomination and Remuneration Committee to identify and recommend individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down clear criteria for assessing the independence of Directors in accordance with regulatory requirements and the Company’s governance standards.

Furthermore, the policy ensures that the Company’s remuneration strategy is aligned with its overarching business objectives. Remuneration packages are designed to reward individual contributions as well as overall organizational performance, while

remaining competitive and in line with industry benchmarks. This approach not only motivates Directors and employees to deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing regulatory landscapes and evolving best practices in corporate governance. This enables the Company to maintain a balanced and performance-driven reward system that fosters longterm growth and accountability.

The said policy has been posted on the website of the Company and the web link thereto is: chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wpcontent/ uploads/2022/10/Nomination-and-Remuneration-Policy-NRC_ SKY.pdf The details of this policy are given in the Corporate Governance Report

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred between the end of the Company’s financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a “Going Concern”.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

The Company has in place a robust internal control system, commensurate with the size, scale, and complexity of its operations. These controls are supported by well-documented policies and standard operating procedures that govern key business processes. The internal control framework is designed to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has established a structured Internal Audit function. The scope, authority, and functioning of the internal audit are defined and reviewed periodically by the Audit Committee. Internal audits are conducted at regular intervals to assess the effectiveness of operational and financial controls and to provide assurance on the design and operating effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management, stock, Human Resources, IT systems, and operational efficiency. The audit findings were presented to the Audit Committee on a quarterly basis, along with management’s responses and action plans. Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal control environment of the Company is dynamic and responsive to evolving business needs. It is reviewed periodically and strengthened as required to ensure high standards of governance, transparency, and accountability are maintained throughout the organization.

The internal and operational audit responsibilities are assigned to S. A. Porwal & Associates, who function independently and report directly to the Audit Committee to ensure objectivity and transparency in the audit process. The primary focus of their audit activities is to conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal controls, and review core business processes for efficiency, compliance, and alignment with industry best practices.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount due to be transferred to the IEPF account. RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions and is published on the Company’s website at https:// skycorp.in/wp-content/uploads/2022/10/11.-RPT-Policy_SKY. pdf

The Company has established a robust and transparent framework for the review, approval, and monitoring of Related Party Transactions (RPTs). This framework ensures that all transactions with related parties are conducted in a fair, arm’s-length manner and are aligned with the Company’s commitment to ethical business practices and regulatory compliance.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company’s Policy on Materiality and Dealing with Related Party Transactions, all relevant information pertaining to proposed RPTs—including transaction details, nature of the relationship, commercial rationale, and pricing justification—is submitted for prior review and approval of the Audit Committee.

The Audit Committee plays a critical oversight role by ensuring that such transactions are in the best interest of the Company and its stakeholders, and do not result in any conflict of interest. For material RPTs and those requiring shareholder approval, the Company ensures timely disclosure and compliance with all applicable regulatory requirements and SEBI circulars.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate changes in law and evolving governance best practices. The Company has not entered into any transactions with related parties during the year under review which requires reporting in Form AOC-2 in terms of Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

Mr. Shailesh S Shah, Managing Director of the company is the brother of Mr. Sharad Shah, Whole Time Director of the Company.

Apart from this, there are no other relationships between the Key Managerial Personnel (KMP) inter-se.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees, and investments made by the Company during the financial year 2024-25, as required under Section 186 of the Companies Act, 2013, are provided in the Notes to the Financial Statements, which form an integral part of this Annual Report.

DEPOSITS

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 & 76 of the Act, read with the Rules made thereunder, and therefore, no amount of principal or interest on deposit was outstanding as of the Balance Sheet date.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

ENVIRONMENT, HEALTH AND SAFETY

Your Company remains fully committed to upholding the highest standards of legal compliance and operational excellence in all aspects of Health, Safety, and Environmental (HSE) management. During the year under review, the Company continued to focus on energy and water conservation, enhanced utilization of renewable energy sources, and efforts to minimize waste generation across operations. These initiatives are in alignment with the Company’s broader goals of sustainable development and environmental stewardship.

In line with this commitment, the management has actively fostered a culture of safety and well-being across the organization. The Company organizes routine fire safety drills, along with periodic health check-ups for both permanent and contractual employees, ensuring proactive care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the overall workforce well-being, promoting a proactive approach to health and safety, and embedding a strong safety-first culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure working environment across all manufacturing units and office, thereby ensuring a responsible and people-centric approach to organizational growth.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to fostering a work environment that upholds the highest standards of safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil Mechanism and Whistle blower Policy have been implemented in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

These mechanisms are designed to enable employees and other stakeholders to confidentially report concerns regarding actual or suspected misconduct, including unethical behavior, violations of legal or regulatory requirements, and breaches of the Company’s Code of Conduct. The system ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation. Comprehensive information on the Company’s Vigil Mechanism and Whistle blower Policy is provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The Policy is also available on the Company’s official website at chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wp-content/uploads/2022/10/6.-Vigil-Mechanism-Whistle-Blower-Policy_SKY.pdf

There were no Complaints received for the financial year ended March 31, 2025.

AUDITORS AND REPORTS

Statutory Auditor & their Audit Report for the year ended March 31, 2025

At the 34^th Annual General Meeting held on June 30, 2023, the Members approved the re-appointment of CGCA & Associates LLP, Chartered Accountants (Firm Registration No. 123393W), formerly known as UKG & Associates, as the statutory auditors of the Company. This appointment is for a second term, spanning from the conclusion of the 34^th AGM until the conclusion of the 39^th AGM, scheduled in the year 2028.

The Auditor’s Report on the Financial Statements for the year ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications, disclaimers, or reservations. The notes accompanying the financial statements are comprehensive and self-explanatory, requiring no additional clarifications. Furthermore, the Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of the Act.

Secretarial Auditor & their Audit Report for the year ended March 31, 2025

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.:5477 Certificate of Practice No.:3987), to conduct secretarial audit of the Company for FY25.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, appointment of M/s. Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.:5477 Certificate of Practice No.:3987), as Secretarial Auditors of the Company for a term of 3 years starting from FY26. The Company has received a consent letter from M/s Ramesh Chandra Mishra & Associates, that they are not disqualified and are eligible to hold the office as Auditors of the Company, if appointed.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as Annexure-C and forms an integral part of this Report. The Report is clean and unqualified, with no reservations, adverse remarks, disclaimers, or qualifications. The observations made in the Report are self-explanatory and do not warrant any further comments or explanations from the Board. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3)(ca) of the Act.

Accounting Standards

The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Company’s official website at www.skycorp.in.

CORPORATE GOVERNANCE

The Company remains steadfast in its commitment to upholding the highest standards of Corporate Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance has been included as part of this Integrated Annual Report.

Additionally, a certificate issued by M/s. Ramesh Chandra Mishra & Associates, Company Secretaries, of the Company, confirming compliance with the Corporate Governance requirements as prescribed under the Listing Regulations is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report.

The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

DISCLOSURES UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted at the Group level to address and resolve complaints related to sexual harassment in a timely and fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in addressing such concerns and aims to offer guidance and support to employees across all offices of the Company.

The policy covers all women employees, including those who are permanent, temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to sexual harassment. The said policy has been uploaded on Company’s website at https:// skycorp.in/sky-policies-adopted/

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:

Number of complaints at the beginning of the 0 financial year

Number of complaints filed and resolved during 0 the financial year

Number of complaints pending at the end of the 0 financial year

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure - D, which forms an integral part of this Report.

SECRETARIAL STANDARDS COMPLIANCES

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

STATUTORY INFORMATION AND OTHER DISCLOSURES

• No Director of the Company has received any remuneration or commission from any of its subsidiary companies.

• The Company does not operate any scheme or make any provision for the purchase of its own shares by employees or through trustees for the benefit of employees.

• The Company has not accepted any public deposits as defined under Sections 73 and 76 of the Companies Act, 2013, along with the applicable rules framed thereunder.

• Further, during the year, the Company has not received any funds from the public that would fall within the purview of the said provisions of the Act.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable during reporting period.

CAUTIONARY STATEMENT

Certain statements made in this Report, including those under Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual Report, may constitute “forward-looking statements” as per applicable laws and regulations. These statements reflect the Company’s current intentions, expectations, projections, or forecasts regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes in market conditions, economic developments, or unforeseen circumstances. The Company does not assume any obligation or responsibility for the accuracy or completeness of such forward-looking statements, which may be subject to revision based on future events, developments, or the availability of new information.

ACKNOWLEDGEMENT

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the shareholders, government bodies, regulatory authorities, banks, credit rating agencies, stock exchanges, depositories, auditors, customers, vendors, business associates, suppliers, distributors, and the communities surrounding the Company’s operations. The Directors are grateful for their continued support, trust, and confidence in the Company’s Management.